NOTE 13.Stockholders’ Equity

 

Share Repurchase Program

 

In 2014, the Company’s Board of Directors authorized a program to repurchase up to $205.0 million of the Company’s outstanding common stock through December 31, 2015. During the three months ended March 31, 2015, the Company repurchased 1,009,700 shares, or $31.1 million, at an average purchase price of $30.79 per share. As of March 31, 2015, we have repurchased a total of 3,736,449 shares, or $106.2 million, at an average purchase price of $28.41 to date under the program (including broker transaction fees and commissions). 

 

Series A Convertible Preferred Stock

 

In January 2013, upon the closing of the acquisition of GeoEye, Inc. (“GeoEye”), the Company issued 80,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a par value of $0.001 per share to Cerberus Satellite, LLC. In March 2014, Cerberus Satellite, LLC transferred the 80,000 shares of Series A Preferred Stock to Citigroup Global Markets, Inc.

 

Cumulative dividends on the Series A Preferred Stock are payable at a rate of five percent per annum on the $1,000 liquidation preference per share. At the Company’s option, dividends may be declared and paid in cash out of funds legally available when declared by the Board of Directors or the Audit Committee of the Company. If not paid in cash, an amount equal to the cash dividends due is added to the liquidation preference. The Company declared dividends of $1.0 million during each of the three months ended March 31, 2015 and 2014.

 

The Series A Preferred Stock is convertible at the option of the holders, at a conversion price of $26.17 per common share, which would convert to 3.1 million shares of common stock of the Company. If at any time after September 22, 2016 the weighted average price of the Company’s common stock exceeds $45.80 per share, in effect for 30 consecutive trading days, the Company has the option to redeem all of the Series A Preferred Stock at an amount equal to the liquidation preference plus accrued dividends as of the redemption date. 

 

Non-Controlling Interest

 

In connection with the acquisition of Spatial Energy completed in February 2014, the Company obtained a majority interest in a subsidiary, and control of the subsidiary’s board of directors.  A third party investor owns approximately 25% of the outstanding shares of the subsidiary.  The Unaudited Condensed Consolidated Financial Statements include the financial position of this subsidiary as of March 31, 2015 and March 31, 2014 and the results of operations of this subsidiary since the date of acquisition.  The Company has recognized the carrying value of the non-controlling interest as a component of stockholders’ equity.  The operating results of the subsidiary attributable to the non-controlling interest are immaterial for the periods presented and are included in Other income, net.

 

Comprehensive Income

 

For the three months ended March 31, 2015 and 2014, there were no material differences between net income (loss) and comprehensive income (loss).